1. Is the owner of a single-member limited liability company legally entitled to transfer all or part of its charter capital to another limited liability company?
Pursuant to Articles 76 and 77 of the Law on Enterprises 2020 regarding the transfer of charter capital of a single-member limited liability company:
Article 76. Rights of the company owner
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(h) To decide on the increase of the company’s charter capital; to transfer part or all of the charter capital of the company to another organization or individual; to decide on the issuance of bonds;
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Article 77. Obligations of the company owner
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5. The company owner may withdraw capital only by transferring part or all of the charter capital to another organization or individual; where the owner withdraws part or all of the contributed charter capital from the company in any other form, the owner and relevant individuals or organizations shall be jointly liable for the company’s debts and other property obligations.
6. The company owner may not withdraw profits where the company fails to fully discharge its due debts and other property obligations.
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The transfer of a single-member limited liability company, in substance, constitutes the sale of the company to another limited liability company through the transfer of the company’s charter capital.
Based on the foregoing provisions, the company owner is entitled to transfer part or all of the charter capital to another organization or individual. However, the owner of a single-member limited liability company must ensure that all due debts and other property obligations of the company have been fully paid prior to transferring the company.
2. What are the procedures for transferring a single-member limited liability company to another limited liability company?
Pursuant to Clause 1, Article 46 of Decree No. 168/2025/ND-CP on enterprise registration:
Where the company owner transfers all of the charter capital to an individual or an organization, the transferee must submit an application for registration of changes to enterprise registration information to the provincial-level Business Registration Authority where the company’s head office is located. The application dossier comprises:
a) An application for registration of change of the owner of a single-member limited liability company, signed by the former owner (if an individual) or the legal representative of the former owner (if an organization), and by the new owner (if an individual) or the legal representative of the new owner (if an organization);
b) A copy of the legal documents of the organization and a copy of the document appointing the authorized representative in the case where the transferee is an organization.
In the case of a foreign organization as the owner, copies of the organization’s legal documents must be consularly legalized;
c) The contract for transfer of the capital contribution portion or documents evidencing completion of the transfer;
d) A copy of the written approval issued by the Investment Registration Authority regarding capital contribution, share purchase, or capital contribution purchase by a foreign investor or a foreign-invested economic organization in cases where procedures for registration of capital contribution, share purchase, or capital contribution purchase are required in accordance with the Law on Investment.
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